Liquidation
We will pick the route that actually closes your company, take it through the waiting periods and the notices, and close the registrations that would otherwise outlive it.
Britain, no trading
Британия, без сделок
three months
три месяца
Germany, payout
Германия, выплата
after one year
через год
Cyprus, silent file
Кипр, молчание
six months
шесть месяцев
When you need to close a company
Someone advised you to abandon it
An unused company looks free to ignore. Registers disagree: they write first and publish afterwards.
The register has already written
A letter arrived asking whether the company still operates. What happens next runs on its own timetable, and silence is treated as an answer.
A buyer wants the group tidy
Dormant entities show up in diligence and group reporting. Each is a separate closing, in a separate country, on separate rules.
The company still holds something
Cash, contracts, intellectual property or a claim. What is inside decides the route, and it leaves before the company does.
Directors want the file closed on them
Closing the company and closing what the officers owe are two different things, and only one of them ends when the name leaves the register.
What you get
- The route chosen with reasons
- A calendar of notices and waits
- Assets out before the closing
- Registrations closed, not just the company
- An evidence pack that survives
What is required to close a company
Closing is not one action but a choice between routes, and the choice is made by facts you already have: what is inside, whether the company can pay everyone, and who must agree. A company is closed under the law of the register it sits on, so a business on two registers is closed twice.
Where the company should survive and change country instead, that is redomiciliation; where it is being sold instead of closed, the buyer’s side is legal due diligence.
What has to be true first
- The assets are out, or the route accounts for them: a closing rarely improves what a company holds.
- The debts are paid or secured, or the route is the one written for companies that cannot pay.
- The people who must agree have agreed, in the form their register accepts.
- Employment, tax and licence registrations are dealt with: none of them closes because the company did.
- The records are kept somewhere findable after the company is gone.
Three routes, and what opens one
The members decide
The owners resolve to close a company that can pay everyone; the assets are collected, applied to creditors and distributed. It is the slowest of the three on purpose.
The creditors take over
Where the company cannot pay in full, the procedure runs for the creditors instead of the owners, and who runs it stops being the owners’ decision.
The register removes it
Some registers remove a quiet company, on application or on their own initiative. It is short, narrow, and does not do a liquidation’s job.
What a closing does not end
Under the Cyprus companies law, where the registrar strikes a company off and the company is dissolved, the liability of every director, managing officer and member continues and may be enforced as if the company had not been dissolved, and the court keeps its power to wind up a company already struck off. That is one country’s rule, and it is why a quiet removal ends no argument.
Where the routes differ
A liquidator runs the procedure and the register records it; what differs is the window creditors get. Where a country sets no window, the law still requires creditors to be notified, but sets no single minimum period for filing claims for this form of liquidation.
| Country | Who runs it and by when |
|---|---|
| Cyprus | the registrar removes after 3 months |
| United Kingdom | 3 months without trading |
| Germany | a year after creditors are called |
| United States | dissolved by the registering state |
| United Arab Emirates | an emirate or a free zone |
| Estonia | claims for 4 months from publication |
| Uzbekistan | a commission; 2 months at least |
| Serbia | no closing balance before 90 days |
| Hong Kong | no single minimum; claims from 14 days |
| Switzerland | three calls; a year before payouts |
| Georgia | about 3 months to removal |
| Poland | 3 months; division after six |
| Lithuania | 2 months at least |
| Malta | no set period; meetings past a year |
| British Virgin Islands | no set period; notice to creditors |
| Armenia | a commission; 2 months at least |
| Oman | 180 days; 3 years overall |
| Qatar | 75 days; 3 years overall |
| Bahrain | no fixed window; the notice sets it |
| Saudi Arabia | the announcement opens 60 days |
Sources: the registrar’s removal, the six months and the surviving liability — section 327 of the Companies Law, Cap. 113; the three-month condition — striking a company off; the year before any distribution — section 73 of the German limited companies act.
Stages of work
Which route, and on which register — 1 week.
We start from what the company holds, what it owes and where it is registered, because those three answers close off most of the routes before anyone chooses.
Emptying the company on purpose.
Cash, contracts, intellectual property and claims leave before the closing starts, each by its own document. Anything still inside at the end belongs to the procedure and not to you.
The decisions and who signs them.
Resolutions, statements and appointments are prepared in the form the register accepts, and we say which of them carry personal responsibility for the signer.
Notices, and the waiting they start.
Creditors are called, notices are published and the clocks begin. You get the calendar in advance: these periods do not shorten because you want them to.
Closing what the company leaves behind.
Tax registrations, employer registrations, licences and bank accounts each end separately. A company can vanish while three of these are still open in its name.
The pack that outlives the company.
Decisions, notices, accounts and the proof of removal are gathered and handed over, because questions arrive when there is nobody left to ask.
Our corporate work is gathered under Corporate & Structuring.
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